board of directors - bombay stock exchange · 2015-09-07 · bank account details registered with...

17th Annual Report 2014-2015 1

Vedavaag Systems Limited

BOARD OF DIRECTORS:

J. S. R. Durga Prasad Chairman

J. Murali Krishna Managing Director

V. Umapathi Director

Dr. G T Murthy Director

B. Locabhiram Director

J.Sujata Additional Director

AUDITORS:

Mahesh, Virender and Sriram

Chartered Accountants

6-3-788-36 & 37 A

Durga Nagar Colony

Hyderabad 500 016

BANKERS:

Axis Bank Ltd

State Bank of India

State Bank of Mysore

REGD. OFFICE:103, West Block, Sirisai Orchid,Madhapur, Hitec City,Hyderabad - 500 081.Telangana State

CONTENTS:

Notice of Annual General Meeting

Directors’ Report and Management

Discussion & Analysis

Corporate Governance Report

Secretarial Audit Report

Auditors’ Report

Balance Sheet

Profit and Loss Account

Cash Flow Statement

Notes Forming Part of Accounts

Proxy form – cum – Attendance Slip

Nomination form



NOTICE

Notice is hereby given that the 17th Annual General Meeting of the members of VEDAVAAGSYSTEMS LIMITED will be held on 30th September 2015 at 11.30AM at Royal Garden FunctionHall, Motinagar Hyderabad-500018 to transact the following business.

ORDINARY BUSINESS

1. Adoption of Financial Statements:

To receive, consider, and adopt the audited balance sheet as on 31stMarch 2015 andProfit and Loss Account of the company for the year ended 31stMarch, 2015 and reportsof the Directors and Auditors thereon.

2 Appointment of Director:

To Appoint Mr. B. Locabhiram as Director who is liable to retire by rotation and beingeligible offers himself for re-appointment.

3 Appointment of Auditors and fixing their remuneration:

To appoint M/S. Mahesh, Virender and Sriram as statutory auditors of the company tohold office from the conclusion of this Annual General Meeting until the conclusion of thenext Annual General Meeting and to authorize the Board of Directors to fix theirremuneration.

SPECIAL BUSINESSi) To consider and if thought fit to pass the following resolution as an ordinary resolution.

Appointment of Mrs. J.Sujatha as Director of the company liable to retire by rotation.

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with ScheduleIV and all other applicable provisions of the Companies Act, 2013 and the Companies(Appointment and Qualification of Directors) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for the time being in force) and Clause 49 ofthe Listing Agreement, Mrs.J.Sujatha (DIN:07014640), who was appointed as anAdditional Director pursuant to the provisions of Section 161(1) of the CompaniesAct, 2013 and the Articles of Association of the Company and who holds office up tothe date of this Annual General Meeting and in respect of whom the Company hasreceived a notice in writing under Section 160 of the Companies Act, 2013 from amember proposing her candidature for the office of Director, be and is herebyappointed as a Director of the Company liable to retire by rotation”.

ii) To consider and if thought fit to pass the following resolution as an ordinary resolution.

Appointment of Mr. V. Umapathi as Independent Director of the company.

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with ScheduleIV and all other applicable provisions of the Companies Act, 2013 and the Companies(Appointment and Qualification of Directors) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for the time being in force) and Clause 49 ofthe Listing agreement, Mr.V.Umapathi (DIN: 2099307.), be and is hereby appointed



as a Director of the Company in the category of an Independent Director of theCompany and holds office of director for a further period of 4 years”.

Place : Hyderabad By the Order of the Board

Date : 01.09.2015 J.Murali KrishnaManaging DirectorDIN No : 00016054



NOTES

1. A Member entitled to attend and vote at this Annual General Meeting (AGM) may appointa proxy to attend and vote on a poll on his behalf. A proxy need not be a Member of theCompany. Proxies, in order to be effective, must be received at the Registered Office ofthe Company not less than FORTY-EIGHT HOURS before the commencement of theAGM.

2. The Companies Act, 2013(New Act) was notified in the Gazette of India on 30th August,2013 whilst only certain Sections of the New Act became effective from 12th September2013. Accordingly, the New Act and the Companies Act, 1956 co-exist and both havebeen mentioned in the Notice, wherever applicable.

3. A Statement Pursuant to Section 102(1) of the Companies Act 2013,relating to the Specialbusiness to be transacted at the meeting annexed hereto.

4. The Share Transfer Register and Register of Members of the company remain closedform 27th September, 2015 to 30th September 2015(both days inclusive)

5. Members/Proxies attending the meeting are requested to duly fill in and sign in theenclosed attendance slip with their copy of Annual report to the meeting.

6. Shareholders are requested to intimate immediately any change in their address andbank account details registered with the company in case of physical form and in case ofdemat form to their DP holders directly.

7. A Separate Report of compliance with the provisions relating to Corporate Governanceas required by Clause49 of Listing agreement with the stock exchange is enclosed in theannexure to the notice.

8. In case of Joint Holders attending the meeting , only such joint holder who is higher in theorder of the names will be entitled to vote.

9. The Copy of Memorandum and Articles of Association of the company is available forinspection by members on any working hours of the company and also at the place ofmeeting till the conclusion of the meeting.

10. Retirement of directors by rotation and appointment of independent directors.

Mr. B. Locabhiram retires by rotation and being eligible offers himself for reappointmentas Director. The information details are provided under Corporate Governance Code asunder:

Profile of Mr. B. LocabhiramMr.B.Locabhiram retired from Bharat Electronics Limited as Sr. Dy. General Manager. He hasgood experience in electronics, marketing, general administration and gov t projectManagement.

Profile of Mr.V.UmapathiMr.V.Umapathi,FCA is a partner of M/s Jawahar and Associates. Sri .V.Umapathi has overtwo decades of experience in Industry and Consulting .He serves as an Independent Non-



Executive Director of Vedavaag Systems Limited (Formerly Sark Systems India Limited).

Profile of Mrs. J.SujathaMrs.J.Sujata is a post graduate in History with Diploma in classical Music and is in teachingprofession.

11. Voting through electronic meansPursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of theAct, the Company is pleased to provide the facility to Members to exercise their right tovote by electronic means. The Members, whose names appear in the Register of Members/ list of Beneficial Owners as on 26th day of September 2015 i.e. the date prior to thecommencement of book closure date are entitled to vote on the Resolutions set forth inthis Notice. The remote e-voting period will commence at 9.00 a.m. on Sunday the 27 th

day of September 2015 and will end at 5.00 p.m. on 29th day of September 2015. Thefacility for voting through electronic voting system (‘Insta Poll’) shall be made available atthe meeting and the members attending the meeting who have not cast their vote byremote e-voting shall be able to vote at the meeting through ‘Insta Poll’. The e-votingmodule shall be disabled by CDSL for voting thereafter The Company has appointedMrs. P. Renuka, Practising Company Secretary, to act as the Scrutinizer, to scrutinize theInsta Poll and remote e-voting process in a fair and transparent manner. The Membersdesiring to vote through remote e-voting refer to the detailed procedure given hereinafter.

(i) The shareholders should log on to the e-voting website www.evotingindia.com.

(ii) Click on Shareholders.

(iii) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, Members holdingshares in Physical Form should enter Folio Number registered with the Company.

(iv) Next enter the Image Verification as displayed and Click on Login.

(v) If you are holding shares in demat form and had logged on to www.evotingindia.comand voted on an earlier voting of any company, then your existing password is to beused.

(vi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of theirname and the 8 digits of the sequence number in the PAN field.

http://www.evotingindia.com.

http://www.evotingindia.com



In case the sequence number is less than 8 digits enter the applicablenumber of 0’s before the number after the first two characters of thename in CAPITAL letters. eg. If your name is Ramesh Kumar withsequence number 1 then enter RA00000001 in the PAN field.

Sequence number is available on the Address Sticker at the bottomside.

DOB Enter the Date of Birth as recorded in your demat account or in thecompany records for the said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or inthe company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If thedetails are not recorded with the depository or company please enterthe member id / folio number in the Dividend Bank details field asmentioned in instruction (iv).

BankDetails

(vii) After entering these details appropriately, click on “SUBMIT” tab.(viii) Members holding shares in physical form will then directly reach the Company

selection screen. However, members holding shares in demat form will nowreach ‘Password Creation’ menu wherein they are required to mandatorily entertheir login password in the new password field. Kindly note that this passwordis to be also used by the demat holders for voting for resolutions of any othercompany on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share yourpassword with any other person and take utmost care to keep your passwordconfidential.

(ix) For Members holding shares in physical form, the details can be used only fore-voting on the resolutions contained in this Notice.

(x) Click on the EVSN for the relevant <Company Name> on which you choose tovote.

(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and againstthe same the option “YES/NO” for voting. Select the option YES or NO asdesired. The option YES implies that you assent to the Resolution and optionNO implies that you dissent to the Resolution.

(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entireResolution details.

(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”.A confirmation box will be displayed. If you wish to confirm your vote, click on“OK”, else to change your vote, click on “CANCEL” and accordingly modifyyour vote.



(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed tomodify your vote.

(xv) You can also take out print of the voting done by you by clicking on “Click hereto print” option on the Voting page.

(xvi) If Demat account holder has forgotten the same password then Enter the UserID and the image verification code and click on Forgot Password & enter thedetails as prompted by the system.

(xvii) Note for Non – Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and

Custodian are required to log on to www.evotingindia.com and registerthemselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of theentity should be emailed to [email protected].

After receiving the login details a compliance user should be created usingthe admin login and password. The Compliance user would be able to linkthe account(s) for which they wish to vote on.

The list of accounts should be mailed to [email protected] on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) whichthey have issued in favour of the Custodian, if any, should be uploaded inPDF format in the system for the scrutinizer to verify the same.

(xviii) In case you have any queries or issues regarding e-voting, you may refer theFrequently Asked Questions (“FAQs”) and e-voting manual available atwww.ev ot ing india.com, under help sect ion or wri te an emai l [email protected].

(xix) The results shall be declared on or after the AGM. The results along with theScrutinizer’s Report, shall also be placed on the website of the Company.Incompliance with provisions of Section 108 of the Companies Act, 2013 andRule 20 of the Companies (Management and Administration) Rules, 2014, theCompany is pleased to provide members facility to exercise their right to voteat the 17thAnnual General Meeting (AGM) by electronic means and the businessmay be transacted through e-Voting Services provided by M/s. CIL SecuritiesLimited

20. The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital of the Company as on the cut-off date (record date) of 23 rd day ofSeptember 2015.

21. The Register of Directors’ and Key Managerial Personnel and their shareholdingmaintained under Section 170 of the Companies Act, 2013, the Register of Contracts orarrangements in which the directors are interested under Section 189 of the CompaniesAct, 2013, will be available for inspection at the AGM.

22. Relevant documents referred to in the accompanying Notice, as well as Annual Reportsand Annual Accounts of the Company are open for inspection at the Registered Office

http://www.evotingindia.com

mailto:[email protected].

mailto:[email protected]

mailto:[email protected].



of the Company, during the office hours, on all working days between 10.00 A.M. to5.00P.M. up to the date of Annual General Meeting.

23. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21and April 29, 2011 respectively), has undertaken a ‘Green Initiative in CorporateGovernance’ and allowed companies to share documents with its shareholders throughan electronic mode. Members are requested to support this green initiative by registering/uploading their email addresses, in respect of shares held in dematerialized form withtheir respective Depository Participant and in respect of shares held in physical formwith the Company’s Registrar and Share Transfer Agents.

Place : Hyderabad By the Order of the Board

Date : 01.09.2015 J.Murali KrishnaManaging DirectorDIN No : 00016054



Dear Members

The Directors are Pleased to Present the 17th Annual Report for the year ended 31st March2015.

Financial Results: (Rs In lakhs)

BUSINESS OUTLOOK AND MANAGEMENT DISCUSSIONYour Directors are pleased to share with you that your company has completed seventeenyears and achieved a turnover of Rs.67.07 Crs during the year.

E-Governance Services:The Company continues to get good e-Governance orders for projects such as nationalpopulation register and Biometric data collection for Aadhaar card generation and more recentlyproject from Stock Holding as Business Associate.

Financial Inclusion:The Company is associated with State Bank of India, State Bank of Patiala, Punjab NationalBank, Central Bank and Bank of Baroda and has transaction volumes of over Rs 600 Cr in thelast year with an account holder base of over 5 lacs. The Company is aggressively pursuingthis direction to expand its operations to other Hindi Speaking States apart from Bihar.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

SHARE CAPITAL:

The paid up Share capital of the company now stands at RS.13,63,00,000 represented by1,36,30,000 equity shares of Rs. 10/- each after preferential allotment of Rs4,28,00,000/.

DIRECTOR’S REPORT

Particulars 2014-15 2013-14Total Income 6707.13 6299.00

Profit before Interest, Depreciation and Taxation 1251.34 1055.32

Interest - 10.92

Depreciation 847.08 666.26

Extraordinary Items

Profit before Taxation 404.26 378.14

Provision for Taxation 114.29 130.69

Profit after Taxation 289.97 247.45

Balance brought forward from previous year 1154.91 907.46

Amount available for the appropriations 1444.88 1154.91

Surplus carried forward 1444.88 1154.91



RESERVES AND SURPLUS:

During the year under review the reserves and surplus stood at 1915.43 Lakhs as comparedto Rs.1891.59 Lakhs in the previous year.

DIVIDEND ON EQUITY:

Your Directors do not recommend any appropriation towards dividend on equity share capitalfor the year ended 31st March 2015.

FIXED DEPOSITS:

The Company has not invited/accepted any fixed deposits.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanationobtained by them , your Directors make the following in terms of section 134(5) of companiesact 2013.

i) That in accordance with the preparation of the accounts for the financial year ended31st March, 2015, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

ii) That the directors have selected such accounting policies and applies themconsistently and made judgments and estimates that are reasonable and prudent soas to give a true and fair view of the state of affairs of the company as at the end ofthe financial year and of the profit of the company for the year under review.

iii) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the companiesAct, 2013 for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities ;and

iv) That the directors have prepared the annual accounts on a ‘Going Concern’ basis.

EXTRACT OF ANNUAL RETURN:

Pursuant to subsection 3(a) of section 134 and subsection (3) of section 92 of the companiesact 2013 read with rule 12 of the companies (Management and administration) rules 2014 ,theextract of annual return as at 31st March 2015 forms part of this report as annexure

PARTICULRS OF LOANS, GUARANTEES AND INVESTMENTSDuring the year under review the company did not give any loans nor provided guarantees normade investments covered under the provisions of section 186 of the companies Act 2013.

CORPORATE SOCIAL RESPONSIBILTY POLICY: Since your Company do not have the net worth of Rs. 500 Crore or more, or turnover of Rs.1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicableand hence the Company need not adopt any Corporate Social Responsibility Policy.



RELATED PARTY TRANSACTIONS:There are no particulars of contracts or arrangements with related parties referred to subsection(1 )of section 188 of the companies Act 2013.MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THECOMPANY:There are no material changes and commitmentsSTATUTORY AUDITORS:The Auditors M/S Mahesh, Virender and Sriram, Chartered Accountants, Hyderabad, retire atthe conclusion of the forthcoming Annual General Meeting and being eligible, offer themselvesfor re-appointment. The company has received letter from the auditors to the effect that theirappointment as auditors.REPLIES TO AUDITOR’S REPORT:Since the company is engaged in the infrastructure establishment and maintenance projectsand without adequate bank support and with considerable delay in receivables from stategovernments, there was certain delay in depositing statutory dues .However ,the efforts are inplace to overcome such instancesSECRETARIAL AUDIT REPORT:Pursuant to the Provisions of section 204 of the companies Act 2013 and the Companies(appointment and Remuneration of Managerial personnel) Rules,2014, the company hasappointed Mrs. Himabindu Dulipala, Company Secretary in practice to undertake the SecretarialAudit of the company. The Secretarial Audit Report confirms that the Company has generallycomplied with the provisions of the Act,Rules,Regulations,Guidelines etc, subject to thefollowing observations:1. Section 203 of Companies Act, 2013, is not complied with.The appointment of Whole Time Secretary is in Progress.CASH FLOW STATEMENT:Cash flow statement for the year ended 31stMarch, 2015 is attached with the annual auditedaccounts of the company.LISTING INFORMATION:The Securities of the company are listed with and traded in dematerialized form at BombayStock Exchange Ltd from March 2009,on wards. The BSE Scrip code number 533056 andISIN NO of the company INE359B01010. The company has paid Annual Listing Fees for theyear 2015-2016 to the Bombay Stock Exchange.CHANGE IN THE NATURE OF BUSINESS:There is no change in the nature of business of the company, during the year under review.DECLARATION OF INDEPENDENCE:In accordance with section 149(7) of the companies’ act 2013 each Independent Directorconfirmed the company he or she meets the criteria of Independence laid down in section149(6) of Companies Act 2013 and Clause 49 of the Listing agreement.



APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY:The assessment and appointment of members to the Board is based on the combination ofcriterion that includes ethics personal and professional stature domainIn accordance with section 178(3) of the companies Act 2013 Clause 49(IV)(B) of Listing Agreement and on recommendation of the Nomination and RemunerationCommittee the Board adopted a remuneration policy for the Directors key managementPersonnel (KMP’s) and senior management . The Policy is attached as an annexure to Board’sreport.WOMAN DIRECTOR:In terms of section 149(1) of the Companies Act 2013, the Board at its meeting held on 31st

March 2015, has appointed Mrs.Sujata Jonnavittula as an additional Director in the categoryof women director and a resolution is being proposed at the ensuing Annual General Meetingappointing Mrs. Sujata Jonnavittula wife of Chairman JSR Durgaprasad as director of thecompany liable to retire by rotation.NUMBER OF BOARD MEETINGS:The Board of Directors met ten times in the year. Details of Board meeting are laid out inCorporate Governance Report which forms part of Annual Report.AUDIT COMMITEE:The Audit Committee of the Board of Directors consists of all Independent Directors .TheBoard has accepted all the recommendation made by audit committee during the year.CORPORATE GOVERNANCE:Corporate Governance report is set out as annexure to the ReportCONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE OUTGO:The required information as per section 134(3)(m) of the companies Act 2013 is providedhere under.1. Conservation of Energy:

The operations of the company involve low energy consumption; adequate measureshowever have been taken to conserve energy.i) Technology Absorption:

Since business and technologies are changing constantly, investment in researchand development activities is of paramount importance. Your company continues itsfocus on quality up gradation of product and services development.

Foreign Exchange 2014-2015 2013-2014

Income - -

Out Go - -

Foreign Exchange Income and Out go:



PERSONNEL:

As regards ,information pursuant to section 197(12) of the companies act 2013 ,read withrules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnelrules 2014) ,there are no employees governed by the said provisions.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your directors appreciate sincere and efficient servicesrendered by employees of the company at all the levels towards successful working of thecompany.

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACY:

Adequate internal control systems are in vogue commensurate with the size of the operationsof the organization. Continuous efforts are being made by constant review to improve thesame.

DECLARATION:

The Company is filing all Forms and Returns with the Registrar of Companies as requiredunder Companies Act, 2013. The Company has not committed any of the defaults under section164 of companies Act 2013 disqualifying the directors to act as directors of other publicLimited Companies.

APPRECIATION:

Your Directors take this opportunity to thank all the investors, business partners, clients, bankersregulatory and Government authorities, Stock exchanges and employees for their continuessupport and confidence in the company.

For & on behalf of the board

Place: Hyderabad JSR Durga Prasad J.Murali KrishnaDate : 01.09.2015 Chairman Managing Director



CAUTIONARY STATEMENT:

Statements made in the Management Discussion and Analysis Report relating the Company’sobjectives, projections, outlook, expectations, estimates etc., may constitute ‘forward lookingstatements’ within the meaning of applicable laws and regulations. These statements arebased on certain assumptions in respect of future events and Company assumes noresponsibility in case the actual results differ materially due to change in internal or externalfactors.



Annexure AMGT 9

Extract of Annual Returnas on the Financial Year 31.03.2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of theCompanies (Management and Administration) Rules, 2014]

(i) CIN L72200TG1998PLC029240

(ii) Registration Date 16 April 1998

(iii) Name of the Company Vedavaag Systems Limited

(iv) Category / Sub-Category of the Company: Company limited by shares(ndianNon-Government Company)

(v) Address of the Registered office 1-90-8/13,Siri Saiand contact details: Orchid,Hitech,Madhapur,

Hyderababad,Telagana,India-500081,

(vi) Whether listed company Yes

(vii) Name, Address and Contact details of M/s VentureCapital and corporateRegistrar and Transfer Agent, if any: Investments Pvt LTD,Bharat Nagar

Colony,Hyderabad-500018.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

I. REGISTRATION AND OTHER DETAILS:

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:–

S. Name and Address CIN/GLN Holding/ % of ApplicableN0 ofthe Company Subsidiary/ shares Section

Associate held

1. Vagdevi Sark Edutech U72200TG2010PTC068972 Subsidiary 100 Section 2(87)Private limited

2. Sarksys Haryana U74140TG2007PTC056084 subsidiary 100 2(87)private limited

Sl. No. Name and Description NIC Code of % to totalof main products / the Product / turnoverservices services of the company

1. IT Sales & Service 620 100%



IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity)

i) Category-wise Share Holding;-

Category ofShare Holders

Category-wise Share HoldingNo. of Shares held at the

end of the year%

Changeduring

the year

No. of Shares held at thebeginning of the year

Demat Physical Total % of TotalShares Demat Physical Total % of Total

Shares

(A) Promoters

(1) Indian

(a) Individual/HUF 1790319 123300 1913619 20.47 2380319 123300 2503619 18.37 4.33

(b) Central Govt - - - - - - - - -

(c) State Govt (s) - - - - - - - - -

(d) Bodies Corp. - - - - - - - - -

(e) Banks / FI - - - - - - - - -

(f) Any Other…. - - - - - - - - -

Sub-Total (A) (1) 1790319 123300 1913619 20.47 2380319 123300 2503619 18.37 4.33

(2) Foreign

(a) NRIs – Individuals

(b) Other – Individuals - - - - - - - - -

(c) Bodies Corp. - - - - - - - - -

(d) Banks / FI - - - - - - - - -

(e) Any Other…. - - - - - - - - -

Sub-Total (A) (2) - - - - - - - - -

Total Shareholdingof Promoter(A) =(A) (1) + (A) (2) 1790319 123300 1913619 20.47 2380319 123300 2503619 18.37 4.33

(B) PublicShareholding

(1) Institutions

(a) Mutual Funds - - - - - - - - -

(b) Banks/FI - - - - - - - - -

(c) Central Govt - - - - - - - - -

(d) State Govt (s) - - - - - - - - -

(e) VentureCapital funds - - - - - - - - -

(f) InsuranceCompanies - - - - - - - - -

(g) FIIs - - - - - - - - -

(h) Foreign Venture



Category ofShare Holders

Category-wise Share HoldingNo. of Shares held at the

end of the year%

Changeduring

the year


Demat Physical Total % of TotalShares Demat Physical Total % of Total

Shares

Capital Funds - - - - - - - - -

(i) Others (Specify) - - - - - - - - -

Sub-Total (B)(1) - - - - - - - - -

(2) Non- Institutions

(a) Bodies Corp

i. Indian 915413 - 915413 9.79 509822 700000 1209822 8.88 3.15

ii. Overseas - - - - - - - - -

(b) Individuals - - - - - - - - -

i. Individual shareholdersholdingnominalshare capitalup toRs. 1 lakh 2494252 467837 2962087 31.68 2384618 461435 2846053 20.88 -1.24

ii. Individual shareholders holdingnominal sharecapital in excessof Rs 1 lakh 3382358 133998 3516358 37.61 3704262 3152000 6856262 50.30 35.72

(C) Others (Specify) 42523 601837 42523 0.45 214244 214244 1.57 1.84

Sub-Total (B)(2) 6834546 601837 7436381 6812946 4313435 11126381 81.63 39.47

Total Shareholdingof Promoter=(B) (1) + (B) (2) 6834546 601835 7436381 6812946 4313435 11126381 81.63 39.47

C. Shares held bycustodian forGDRs & ADRs - - - - - - - - -

Grand Total(A+B+C) 8624865 725137 9350000 100 8603265 5026735 13630000 100 45.78



(ii) Shareholding of Promoters

Share Holder’sName

%Changeduring

the year

No. of Shares held atthe end of the year

1 Murali Krishna Jonnavittula 15,98,712 17.10 - 15,98,712 11.73 - 0.00

2 J S R Durga Prasad 121400 1.30 - 711400 5.22 - 5.22

3 Sujata Jonnavittula 65,607 0.70 - 65,607 0.48 - 0.00

4 D V R S Sastry 30,000 0.32 - 30,000 0.22 - 0.00

5 A Ravi Kishore 27,000 0.29 - 27,000 0.20 - 0.00

6 BH Sarada 19,800 0.21 - 19,800 0.15 - 0.00

7 S Nirmala 15,000 0.16 - 15,000 0.11 - 0.00

8 A Jayasree 12,500 0.13 - 12,500 0.09 - 0.00

9 D Ramadevi 12,500 0.13 - 12,500 0.09 - 0.00

10 J Swarajya Lakshmi 6,500 0.07 - 6,500 0.05 - 0.00

11 J Sita Maha Lakshmi 4,600 0.05 - 4,600 0.03 - 0.00

Total 19,13,619 20.47 - 25,03,619 18.37 - 5.22

No. ofShares

% oftotal

Sharesof the

company

%of SharesPledged /

encumberedto totalshares


No. ofShares

% oftotal

Sharesof the

company

%of SharesPledged /

encumberedto totalshares

1 JSR Durga Prasad

1 At the beginningof the year 121400 1.30 121400 0.89

Preferential allotment doneon 27th October 2014 - - 590000 4.33

At the End of the year 121400 1.30 711400 5.22

Shareholding at thebeginning of the year

S.No. Particulars Shareholding at the

end of the year

No. of Shares% of total

shares of thecompany



(iii) Change in Promoters’ Shareholding ( please specify, if there is no change):



(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promotersand Holders of GDRs and ADRs):

1 Rangam RamanaiahSunkara Nagaraju .

At the beginning of the year - - -Purchase / (Sale) during the year - 5,54,901 4.07

At the end of the year - -

2 Atlanta International Ltd At the beginning of the year - - - Purchase / (Sale) during the year - 5,00,000 3.67 At the end of the year - - 3 R Janaki Lakshmi At the beginning of the year - - - Purchase / (Sale) during the year - - 5,00,000 3.67 At the end of the year - - 4 Prabhavathi Prabhala At the beginning of the year - - - Purchase / (Sale) during the year - - 5,00,000 3.67 At the end of the year - - 5 Rayapuraju Ravikumar Rao At the beginning of the year 3,79,386 4.06 - - Purchase / (Sale) during the year - - - At the end of the year 3,79,386 2.78 6 P Kondanda Pani At the beginning of the year - - - Purchase / (Sale) during the year - - 3,00,000 2.20 At the end of the year - - 7 Rajendra Naniwadekar At the beginning of the year 3,35,619 3.59 - - Purchase / (Sale) during the year (62230) - - - At the end of the year 2,73,389 2.01

8 P S Rama Krishna Sarma At the beginning of the year - - Purchase / (Sale) during the year - - 2,50,000 1.83 At the end of the year - -



end of the year







9 Rupali Samir Patil At the beginning of the year 226713 2.42 Purchase / (Sale) during the year - At the end of the year 226713 1.66 10 Aditi Dilip Shete Sachin Ramesh Mhatre At the beginning of the year 217456 2.33 Purchase / (Sale) during the year (56) At the end of the year 217400 1.60

(v) Shareholding of Directors and Key Managerial Personnel:



end of the year





At the beginning of the year 121400 1.30 121400 0.89

Date wise Increase / (PreferentialDecrease in PromotersShare allotment - 590000 4.33holding during the year done on 27th

specifying the reasons for October 2014)increase / decrease (e.g.allotment / transfer /bonus/sweat equity etc):

At the End of the year 121400 1.30 711400 5.22

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due forpayment


Particulars

Shareholding at theend of the year





Indebtedness at the beginning ofthe financial yeari) Principal Amount - - - -ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -Total (i+ii+iii) - - - -



VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Particulars of Remuneration

1 Gross salary

(a) Salary as per provisionscontained in section 17(1)of the Income-tax Act, 1961 14,40,000 - - - 14,40,000

(b) Value of perquisitesu/s 17(2) Income-tax Act,1961 3,60,000 - - - 3,60,000

(c) Profits in lieu of salaryunder section 17(3)Income-tax Act, 1961 - - - - -

2 Stock Option - - - - -

3 Sweat Equity - - - - -

4 Commission- as % of profit-others, specify… 2,47,452 2,47,452

5 Others, please specify - - - - -

Total (A) 20,47,452 - - - 20,47,452

Ceiling as per the Act (10% of the Profit calculated under Section 198 of the Companies Act, 2013) 24,74,519

Name of MD/WTD/ ManagerTotal Amount

J. Murali Krishna MD


Particulars

Shareholding at theend of the year





- - - -Change in Indebtedness duringthe financial yearAddition - - - -Reduction - - - -Net Change - - - -Indebtedness at theend of the financial yeari) Principal Amount - - - -ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -Total (i+ii+iii) - - - -



B. Remuneration to other Directors:

Particulars of Remuneration

3. Independent Directors 21000 18000 18000 3000

• Fee for attending board /committee meetings

• Commission

• Others, please specify

Total (1) 21000 18000 18000 3000 60000

4. Other Non-Executive Directors

• Fee for attending board /

committee meetings

• Commission

• Others, please specify

Total (2)

Total (B) = (1)+(2) 21000 18000 18000 3000 60000

Total Managerial Remuneration

Overall Ceiling (as per the Act 1% of profit calculated u/s 198 of the companies act 2013) 247452

Name of DirectorsTotal Amount

V. UmapathiB. Locabh

iramG.T. Murthy J. Sujatha

C. Remuneration to other Directors key managerial personnel other than MD/MANAGER/WTD:

ParticularsCEO CS CFO Total

(a) Salary as per provisionscontained in section 17(1) ofthe Income-tax Act, 1961 - - - -

(b) Value of perquisites u/s17(2) Income-tax Act, 1961 - - - -

(c) Profits in lieu of salary undersection 17(3) Income-tax Act,1961 - - - -

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission- as % ofprofit- others, specify… - - - -

5 Others, please specify - - - -

Total (A) - - - -

Sl.No.

Key Managerial Personnel



VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Penalty - - - - -

Punishment — - - - -

Compounding - - - - -

C. OTHER OFFICERSIN DEFAULT

Penalty - - - - -

Punishment- - - - -

Compounding - - - - -

Sectionof the Compa-

nies Act

BriefDescription

Details of Penalty/Punishment/

Compounding FeesImposed

Authority[RD /NCLT/

COURT]

Appeal made,if any

(give Details)



CORPORATE GOVERNANCE REPORT

In terms of clause of amended Clause 49 of the Listing agreement, compliance with therequirement of corporate governance is set out below

1. Company’s Philosophy on Code of Governance:

Corporate Governance contains a set of principles, process and systems to be followedby the Directors, Management and all employees of the company for increasing theshareholder’s value keeping in view of other stakeholders. While adhering to the above,the company is committed to integrity, accountability, transparency and compliance withlaws in all dealings with the government , customers, employees other stakeholders andgeneral public.

2. Board of Directors:

Sri.J.S.R. Durga Prasad Chaired the Board Meetings and Annual General Meetings. TheChairman being a Non-executive Director(promoter) of the company, the Board has 2/3rd

of its strength comprising of Independent and non executive Directors. Non-executiveDirectors do not have any pecuniary relationship with the company except as statedbelow.

The Functions responsibility, role and accountability of the board are well defined. Thedetailed reports of the company’s activities are placed before the board for effectivedecision- making .Various committees support the board in its functions . The Board ofDirectors and its committees meet at regular intervals. The Board has constituted threecommittees VIZ.Audit Committee, Share Transfer and Shareholder’s GrievanceCommittee and Remuneration Committee.

Category No of Directors Percentage

Executive Promoter Director 1 17

Non –executive Promoter Director 2 33

Independent Non-Executive Directors 3 50

TOTAL 6 100

Composition of Board

S.NO Name of Director No of Equity shares held1. Sri. V.Umapthi 32500

2. Sri.G.T.Murthy 1000

3. Sri.B.Locabhiram NIL

4. J.Sujata 65607



Board Meetings Held During the Year 2014-2015:

The Company’s Corporate Governance policy requires the Board to meet at least Four timesin a year. The Board met (10) in the Year 2014-2015 on 15th May 2014,31st May 2014,14th

August2014,30th August 2014,24th September 2014,24th October 2014,14th November 2014,1st December 2014,14th February 2015, 31st March 2015.

*Alternate Directorships, Directorships in Private Bodies and Memberships in GoverningCouncils, Chambers and other bodies not considered.Information on Director(s) seeking re-election at the ensuing Annual General Meeting:Sri V.Umapathi retires by rotation and being eligible offers himself for reappointment as Director.The information details are provided under Corporate Governance Code as under3. Audit Committee

During the Year, the Audit Committee was reconstituted and committee consists of1. Sri.V.Umapathi-Chairman (Independent Director)2. Sri.G.T.Murthy (Independent Director)3. Sri.J.S.R.Durga Prasad-Member (Promoter Director)The Terms of the Reference of the audit committee specified by the board are as containedin Clause 49 of the Listing Agreement.

Details of the Meetings:

Four (4) Audit Committee meetings were held during the year 2014-2015 on 15 th May 2014,14th August 2014, 14th November 2014 and on 14th February 2015.

Name of the Director andDesignation

1 Sri J.S.R.Durga PrasadChairman 00016037 10 Yes 2 0 0 1

2 Sri J.Murali KrishnaManaging Director 00016054 10 Yes 2 0 0 1

3 Dr. G.T.Murthy 02718132 6 Yes 0 0 0 0

4 Sri V.Umapathi 02099307 7 Yes 4 1 0 0

5 Sri B.Locabhiram 06531372 6 Yes 0 0 0 0

6 Smt. J.Sujata 07014640 1 Yes 1 0 0 0

DIN No.

Board AGM

Attendance inFY 2014-15

No. of Directorshipsin other Cos

Committeechairmanships

and membershipsin other Co.s

Private Public Chair-manship

Mem-bership

S.No Name of Director Meetings held Meetings Attended

1. SriV.Umapathi 4 4

2. Sri.J.S.R.Durga Prasad 4 4

3. Sri.G.T.Murthy 4 4



The Statutory Auditors also attended the above meetings on invitation.

4. Remuneration Committee:The Remuneration Committee, which is a non-mandatory requirement of Clause 49, wasconstituted. The committee comprises of two independent Directors and one promoterdirector namely.

During the year the committee held its meeting on 14th February 2015.Remuneration Policy:The Remuneration committee recommends the remuneration package for the managingdirector and other senior executives. In Framing the remuneration policy committee gave dueconsideration to the remuneration practices of companies of similar size and stature, industryand nature of responsibilities.Subject to the approval of the Board and of the company in General Meeting and such otherapprovals as may be necessary ,the Managing Director is paid remuneration .The presentremuneration packages of the company to the Managing Director includes salary and perksetc.Remuneration paid to Directors during 2014-2015:1) Managing Director:

S.No Name of Director Meetings held Meetings Attended

1. Sri.V.Umapathi 1 1

2. Sri.J.S.R.Durga Prasad 1 1

3. Sri.G.T.Murthy 1 1

S. No Name Position Salary (P.A) Variable Commission P.F TotalPay(P.A)

1. J.Murali Krishna ManagingDirector 14,40,000 3,60,000 2,47,452 - 20,47,452

2) Non-Executive Directors:

The Sitting fee is paid to the directors is Rs3000(Rupees Three thousand only)for attendingeach Board Meeting ,apart from reimbursement of conveyance/incidental expenses .Thecompany has not granted any stock options to its directors during the year.

S.No Name of the Director Total Sitting Fee Paid

1. Sri.J.S.R.Durga Prasad Rs.30,000/-

2. Sri.V.Umapathi Rs.21,000/-

3. Sri.G.T.Murthy Rs.18,000/-

4. Sri.B.locabhiram Rs.18,000/-

5. Smt.J.Sujata Rs.3,000/-



5. Investor’s Grievance and share Transfer Committee:

The Board of Directors constituted Investor’s Grievance and Share Transfer Committeecomprising of Sri.J.Murali Krishna, Sri.V.Umapathi and Sri.G.T.Murthy, Chairman of themeeting .The Committee, Inter-alia, oversees and reviews all matters connected with theinvestor services and ensure that the shareholders grievances are readdressed in time.

Two(2) Committee meetings were held on 14.08.2014 and 14.02.2015 and attended byall the members.

There are no pending requisitions .

6. General Body Meetings:

a) The Following are details of the location and time of the last three Annual generalMeetings(AGM) of the company:

AGM Date of AGM Time of Venue of No of SpecialMeeting meeting Resolution passed

14th 28-09-2012 10.30 A.M Royal Function Hall,Motinagar, Hyderabad 4

15th 26-09-2013 10.30 A.M Royal Function Hall,Motinagar,Hyderabad -

16th 29-09-2014 11.00 A.M FAPCCI SuranaUdyog Hall, Redhills,Hyderabad 1

b) None of the resolutions had been proposed to be passed through postal ballot.

c) No Extraordinary General Meeting was held during the year 2014-2015.

d) Information on Directors seeking re-appointment as requires under clause49VI(A)ofListing Agreement with Stock Exchanges’ is provides in the Notes to the Notice.

7. Disclosures:a) Materially significant related party transactions are disclosed in notes of the accounts

in the Annual Report.

b) The company has complied with all the mandatory requirements as specified in theclause49 to the extent these apply and extend to the company .

c) There were no strictures or penalties imposed by either SEBI or Stock Exchangesor any statutory authority for non-compliance of any matter relating to the capitalmarkets during the last three years.

d) The Company has constituted a Remuneration Committee and also separatelymaintaining office of the chairman at the registered office of the Company. Othernon-mandatory requirements have not been adopted by the company for the timebeing.

e) At Every Board Meeting, a statement of compliance with all laws, regulations as



certified by the Managing director is placed for noting by the Board. The Board reviews thecompliance of all applicable laws and gives appropriate directions, wherever necessary.

8. Means of communication:The Quarterly, Half yearly and Annual results of the company are sent to the stockexchanges, immediately after they are approved by the Board. These are also publishedin the prescribed proforma within 48 hours of the conclusion of the meeting of the Boardin news papers-Business Standard (English) and Andhra Prabha(Telugu). Annual reportcontaining ,inter-alia, Directors report, Auditors report , Audited annual accounts andother important information is circulated to Members and other entitled thereto.

9. Share Holders Information:Annual General Meeting

Date & Time 30th September,2015 at 11.30A.M

Venue Royal Garden Function Hall, Motinagar,Hyderabad-500018.

Financial Calendar (tentative Subject to change):

Un-Audited results for Quarter ending 30th September,2015

14th of November, 2015

Un-audited Results for Quarter ending 31st December, 2015

15th of February, 2016

Audited results for the quarter ending 31st March 2016

28th of May, 2016

Date of Book closure

26 September 2016 to 29th September 2016

Dividend Payment Date NA

Stock Exchange where company Bombay Stock Exchange Limited

Is Listed

BSE Scrip code 533056

Demat ISIN Number for

NSDL and CDSL INE359B01010

CIN L72200AP1998PLC029240

Outstanding ADR/GDR/Warrants NA

Any Convertible Instruments Nil



10. Market price Data:Company’s Equity shares were listed on Bombay Stock Exchange Ltd from March 172009.High and Low(based on closing prices) and the number of shares traded in thefinancial year (2014-2015) On BSE are:

11. Demat Registrar and Share Transfer Agents:M/s. Venture Capital & Corporate Investments Ltd, having its office at 12-10-167, MIG-167, Bharat Nagar Colony, Hyderabad – 500 018. Tel. No: 040- 23818475/76 Fax No:040-23868024 E-mail: [email protected] and [email protected], are the Company’sShare Transfer Agents in both physical and dematerialized form.

12. Dematerialization & Liquidity:Majority of the shares of your Company were dematerialized as on 31st March, 2015. Asthe trading is being conducted in electronic form only, members are requested to go fordematerialization of shares.a) Distribution of Shareholdings as on 31st March 2015

13. Address for Shareholders’ Correspondence:

Month High Low No of shares TradedApril 2014 8.80 7.60 38,756May 2014 9.50 8.08 99,811June 2014 9.71 8.55 1,05,852July 2014 9.00 7.00 1,21,435August 2014 16.18 7.39 5,62,542September 2014 14.90 9.95 3,95,399October 2014 12.20 9.30 1,63,989November 2014 14.30 9.55 5,15,526December 2014 12.81 9.11 2,48,148January 2015 15.00 9.20 6,50,409February 2015 14.50 11.00 2,82,598March 2015 13.80 9.83 3,33,995

Upto - 500 3294 73.84 677723 4.97501 - 1000 444 9.95 382304 2.801001 - 2000 286 6.41 447991 3.292001 - 3000 115 2.58 298620 2.193001 - 4000 60 1.34 220510 1.624001 - 5000 61 1.37 295549 2.175001 - 10000 90 2.02 687056 5.0410001 and above 111 2.49 10620247 77.92Total 4461 100 13630000 100

% of TotalShares

HoldersNumber % of Total

SharesNo of Shares

mailto:[email protected]

mailto:[email protected],



M/s. Venture Capital & Corporate Investments Ltd; MIG-167, D.No.12-10-167, Bharat NagarColony, Hyderabad – 500 018, Ph: 040-23818475/76.

14. Code of Conduct for the Board and Senior Management Personnel:The Company has laid down a Code of Conduct for all its Board Members and SeniorManagement Personnel of the Company. The Code of Conduct has been posted in thewebsite of the Company. The said members will be affirming compliance with the Codeon Annual Basis.

15. Company’s Policy on prevention of insider trading:Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992,as amended, the Company had framed a Code of Conduct for prevention of insider trading.Sri J. Murali Krishna, Managing Director is the Compliance Officer for this purpose. Thecode is applicable to all such employees of the Company who are expected to haveaccess to the unpublished sensitive information relating to the Company and the same isbeing implemented as a self-regulating mechanism.

16. Nomination Facility:The Companies Act, 1956 provides facility for making nominations by shareholders inrespect of their holding of shares. However large number of shareholders is yet to makenominations in respect of their holdings in physical form. Such nomination greatly facilitatestransmission of shares from the deceased shareholder to his /her Nominee without havingto go through the time consuming and cumbersome process of obtaining the SuccessionCertificate / Probate / Will. Therefore, it would be in the best interest of shareholdersholding shares in Physical form as sole registered holders to make Nomination withoutany delay. The Nominee shall be the person in whom all the rights of transfer and / oramount payable in respect of the shares shall vest in the event of death of shareholder(s).A minor can also be a Nominee provided the name of the Guardian is given in theNomination form.

The facility of Nomination is not available to Non-individual shareholder such as BodiesCorporate, Financial Institutions, Kartas of Hindu Undivided Family and Holders of Powerof Attorney. Nominations will have to be made in the prescribed form (Form 2B) is annexedto this report.

Shareholders are requested to submit their Nomination Forms to the Company’s ShareTransfer Agents M/s. Venture Capital & Corporate Investments Ltd; MIG-167, D.No.12-10-167, Bharat Nagar Colony, Hyderabad – 500 018. Nomination facility in respect ofshares held in Electronic form is also available with the Depository Participant (DP) asper the Byelaws and Business Rules applicable to NSDL and CDSL.



ANNEXURE -AForm No. MR-3

SECRETARIAL AUDIT REPORT[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

TO,THE MEMBERS,VEDAVAAG SYSTEMS LIMITED

I have conducted the secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by Vedavaag Systems Limited, (Hereinafter called the‘Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Vedavaag Systems Limited’s books, papers, minute books, formsand returns filed and other records maintained by the company and also the information providedby the company, its officers, agents and authorized representatives during the conduct of secretarialaudit and as per the explanations given to me and the representations made by the Management,I hereby report that in my opinion, the Company has, during the audit period covering the financialyear ended on 31st March, 2015 generally complied with the statutory provisions listed hereunderand also that the company has proper Board processes and compliance mechanism in place tothe extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minutes’ books, forms and returns filed and other recordsmade available to me and maintained by Vedavaag Systems Limited for the financial year endedon 31st March, 2015 according to the applicable provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts ( Regulations) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act,1992(“SEBI Act”):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeovers) Regulations,2011;

b) The Securities and Exchange Board of India (Prohibition of Insiders Trading)Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations, 2009; and

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards of The Institute of Company Secretaries of India with respect toBoard and General Meetings (yet to be specified under the act by the Institute).

ii. The Listing Agreement entered into by the Company with BSE Limited.



During the period under review and as per the explanation and clarifications given to me and therepresentations made by the Management, the Company has generally complied with the provisionsof the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

a) The Board of Directors of the Company is duly constituted with proper balance of ExecutiveDirectors, Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provision of the Act.

b) I further report that as per the explanations given to me and the representations made by theManagement and relied upon by me there are adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws, rules, regulations and guidelines.

c) The directors have complied with the requirements as to disclosures of interests and concernin contracts and arrangements, shareholdings and directorships in other companies andinterest in other entities.

d) The company has complied with the requirements under the equity listing agreements enteredinto with the BSE Limited.

e) The directors have complied with the disclosures requirements in respect to their eligibilityof appointment ,their being independent, compliance with the code of conduct for directorsand senior management personnel as per clause 49 of the listing agreements and with theinsider trading code of conduct.

f) The company has issued, on preferential allotment basis 42,80,000 equity shares of Rs10/each and equity warrants of 6,20,000 during the year and all the compliances relating to ithave been complied with.

g) The company has intimated to stock exchange by filing a return with respect to the change inshareholding position of promoter/top 10 share holders.

I further report that the company has not complied with the Provisions of Section 203 of theComapnies Act 2013.

Place : Hyderabad Hima Bindu.DulipalaDate : 29-05-2015 ACS 35703,COP 13324

Note:This report is to be read with my letter of even date which is annexed as Annexure A and forms anintegral part of this report.



ANNEXURE A

TO

THE MEMBERS

VEDAVAAG SYSTEMS LIMITEDMy report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the Company.My responsibility is to express an opinion on their secretarial records based on my Audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonableassurance about the correctness of the contents of the Secretarial records. The Verificationwas done on the random test basis to ensure that correct facts are reflected in secretarialrecords. I believe that the processes and practices followed provide a reasonable basis formy opinion.

3. The correctness and appropriateness of the financial records and Books of accounts of thecompany have not been verified.

4. Wherever required, I have obtained the Management representation about the compliancesof laws, Rules, Regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,standards is the responsibility of the management. My examination is limited to verificationof procedure on random test basis.

6. The Secretarial Audit is neither an assurance as to future viability of the company nor of theefficacy or effectiveness with which the management has conducted the affairs of theCompany.

Hima Bindu.DulipalaPractising Company SectretaryACS35703,COP 13324

Place : HyderabadDate : 29-05-2015



ANNUAL CERTIFICATIONa. We have reviewed the financial statements and the cash flow statement for the year and

that to the best of our knowledge and belief.

i. These statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading.

ii. These statements together present a true and fair view of the Company’s affairs andare in compliance with the existing accounting standards, applicable laws andregulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by theCompany during the year which are fraudulent, illegal, violate of the Company’s code ofconduct.

c. We accept responsibility for establishing and maintaining internal controls for financialreporting and that we have evaluated the effectiveness of the internal control systems ofthe Company pertaining to financial reporting and we have disclosed to the Auditors andthe Audit Committee, deficiencies in the design or operation of such internal controls, ifany of which we are aware and the steps we have taken or propose to take to rectifythese deficiencies.

d. We have indicated to the Auditors and the Audit Committee

i. Significant changes in internal controls over financial reporting during the year.

ii. Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements ; and

iii. Instances of significant fraud of which we have become aware and the involvementtherein, if any, of the management or an employee having a significant role in theCompany’s internal control system over financial reporting.

For Vedavaag Systems Limited,

Place: Hyderabad J. Murali KrishnaDate : 01.09.2015 Managing Director



CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT

Declaration under clause 49 (I)(D)

This is to certify that:

1. In pursuance of the provisions of Clause 49 (I)(D) of the Listing Agreement, a Code ofConduct has been laid down by the Company for all the Board members and the SeniorManagement Personnel of the Company.

2. The said Code of Conduct is also uploaded on the website of the Company.

3. All the Board Members and Senior Management Personnel have affirmed having compliedwith the said Code of Conduct during the year ended 31st March, 2015.

For Vedavaag Systems Limited,

Place : Hyderabad J. Murali KrishnaDate : 01.09.2015 Managing Director



AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members ofVedavaag Systems Limited

We have examined the compliance of conditions of corporate governance of M/s. VedavaagSystems Limited for the year ended on 31st March 2015, as stipulated in clause 49 of theListing agreement of the company with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management.Our examination has been limited to a review of the procedures and implementation thereof,adopted by the company for ensuring compliance with the conditions of corporate governanceas stipulated in the said clause. It is neither an audit nor an expression of opinion on thefinancial statements of the company.In our opinion and to the best of our information andaccording to the explanations given to us, and based on the representations made by thedirectors and the management, we certify that the company has complied with the conditionsof corporate governance as stipulated in the above mentioned listing agreement.

We state that no investor grievances are pending for a period exceeding one month againstthe company as per records maintained by the shareholders / investors grievances committee.

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the company.

For Mahesh, Virender & SriramChartered Accountants

(Firm’s Registration No.001939S)

(R.V.Chalam)Place : Hyderabad PartnerDate : 29.05.2015 M.No.21423



INDEPENDENT AUDITOR’S REPORT

To The Members ofM/s Vedavaag Systems LimitedHyderabad.

Report on the Financial StatementsWe have audited the accompanying financial statements of M/s Vedavaag Systems Limited(“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement ofProfit and Loss and Cash Flow Statement for the year then ended, and a summary of significantaccounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsThe Management and Board of Directors of the Company are responsible for the mattersstated in Section 134(5) of the Companies Act, 2013 (‘the act’) with respect to the preparationof these financial statements that give a true and fair view of the financial position, financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specified under Section 133of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includesmaintenance of adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; design, implementation and maintenance ofadequate internal financial controls, that are operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder. We conducted our audit in accordance with the Standardson Auditing specified under Section 143(10) of the Act. Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor’sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company’s preparation of the financialstatements, that give a true and fair view, in order to design audit procedures that are appropriatein the circumstances, but not for the purpose of expressing an opinion on whether the Companyhas in place an adequate internal financial controls system over financial reporting and the



operating effectiveness of such controls. An audit also includes evaluating the appropriatenessof accounting policies used and the reasonableness of the accounting estimates made by theCompany’s Directors, as well as evaluating the overall presentation of the financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us,the aforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March 2015, its profit and itscash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by theCentral Government of India in terms of sub-section (11) of section143 of the Act, wegive in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of theOrder, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealtwith by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules 2014;

e. On the basis of written representations received from the directors as on March 31,2015, taken on record by the Board of Directors, none of the directors is disqualifiedas on March 31, 2015, from being appointed as a director in terms of Section 164(2)of the Act ;

f. With respect to the other matters to be included in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014, in our opinion and tothe best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements – Refer Notes 23 1(a) to the financialstatements.

(ii) The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses.



(iii) There has not been an occasion in case of the Company during the year underreport to transfer any sums to the Investor Education and Protection Fund, assuch the question of delay in transferring such sums does not arise

For Mahesh, Virender & SriramChartered AccountantsFirm Registration No 001939S

(R.V.Chalam)

Partner

M.No.021423

Place: Hyderabad

Date : 29.05.2015



Annexure to the Independent Auditor’s Report

On the basis of such checks as we considered appropriate and according to the informationand explanations given to us during the course of our audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets ;

(b) As explained to us, fixed assets have been physically verified by the management atregular intervals;

(c) As informed to us no material discrepancies were noticed on such verification;

(ii) (a) As explained to us, inventories have been physically verified by the management atregular intervals during the year.

(b) In our opinion and according to the information and explanations given to us, theprocedures of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) The Company has maintained proper records of inventories. As explained to us,there were no material discrepancies noticed on physical verification of inventory ascompared to the book records.

(iii) The company has not granted any loans, secured or unsecured to/from companies, firmsor other parties covered in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there isadequate internal control system commensurate with the size of the Company and thenature of its business, for the purchase of fixed assets and for the sale of services.Further, on the basis of our examination of the books and records of the Company andaccording to the information and explanations given to us, no major weakness has beennoticed or reported.

(v) According to the information and explanations given to us, the Company has not acceptedany deposits from the public covered under Section 73 to 76 of the Act.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost recordsunder sub-section (1) of Section 148 of the Act.

(vii) (a) According to the information and explanations given to us and based on the recordsof the company examined by us, the company is generally regular in depositing theundisputed statutory dues, including Provident Fund, Employees’ State Insurance,Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and othermaterial statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us there were no undisputedstatutory amounts payable as at 31st March, 2015 for a period of more than six monthsfrom the date they became payable.



(c) There has not been an occasion in case of the Company during the year underreport to transfer any sums to the Investor Education and Protection Fund as such,the question of reporting delay in transferring such sums does not arise.

(viii) The Company does not have accumulated losses and has not incurred cash losses duringthe financial year covered by our audit and the immediately preceding financial year.

(ix) According to the information and explanations given to us and the records of the Companyexamined by us, we are of the opinion that the Company has not defaulted in repaymentof dues to banks and financial institutions.

(x) In our opinion, and according to the information and explanations given to us, the Companyhas not given any guarantees for loan taken by others from banks or financial institutionduring the year

(xi) In our opinion and according to the information and explanations given to us, the companyhas not raised any term loans during the year

(xii) In our opinion and according to the information and explanations given to us, consideringthe size and nature of the Company’s operations, no fraud of material significance on orby the Company has been noticed or reported during the course of the audit.

For Mahesh, Virender & SriramChartered AccountantsFirm Registration No 001939S

(R.V.Chalam)PartnerM.No.021423

Place: HyderabadDate: 29.05.2015


Vedavaag Systems LimitedBalance Sheet as at 31st March,2015

Particulars As at31.03.2014

As at31.03.2015

EQUITY AND LIABILITIESShareholder’s Funds

Share Capital 2 136,300,000 93,500,000Reserves and Surplus 3 191,543,155 189,158,879Share Application Money Pending Allotment 1,240,000 44,040,000

Non-Current LiabilitiesDeferred tax liabilities (Net) 4 34,049,605 30,709,095Other Long term liabilities 5 11,565,000 25,445,759

Current LiabilitiesTrade payables 6 532,525,274 449,605,651Other current liabilities 7 66,838,332 80,030,205Short-term provisions 8 8,088,350 7,565,726Total 982,149,716 920,055,315

Assets Non-current assets Fixed assets

Tangible assets 9 201,818,646 174,546,821Capital work-in-progress 10 - 138,442,237Non-current investments 11 200,000 200,000

Other non-current assetsCurrent assets

Current investmentsInventories 12 213,173,919 169,751,352Trade receivables 13 442,109,432 274,041,455Cash and cash equivalents 14 30,621,904 82,387,210Short-term loans and advances 15 30,059,241 30,059,241Other current assets 16 64,166,574 50,626,999Total 982,149,716 920,055,315

Significant Accounting PoliciesThe accompanying notes 1 to 23 are an integral part of the financial statementsAs per our report of even datefor MAHESH,VIRENDER & SRIRAMChartered AccountantsFirm Registration No.001939SR.V.CHALAMPARTNERMem.No.21423

for and on behalf of the Board of DirectorsVedavaag Systems Limited

Place: HyderabadDate: 29-05-2015

Note No.

(in Rupees)

J.S.R.DURGA PRASADCHAIRMAN

J. MURALI KRISHNAMANAGING DIRECTOR


Vedavaag Systems LimitedProfit and Loss for the Period ended 31st March, 2015

ParticularsFor the

year ended31.03.2014

For theyear ended31.03.2015

Note No.

(in Rupees)

Income:

Revenue from operations 17 663,818,637 624,523,562

Other Income 18 6,894,613 5,376,434

Total Revenue 670,713,250 629,899,996

Expenses:

Project Expenses 19 523,008,194 507,334,054

Employee benefit expense 20 10,060,347 9,665,625

Financial costs 21 - 1,092,291

Depreciation 9 84,708,471 66,626,572

Other expenses 22 12,510,161 7,367,477

Total Expenses 630,287,173 592,086,018

Profit before tax 40,426,077 37,813,978

Tax expense:

Current tax 8,088,350 7,565,726

Deferred Tax 3,340,510 5,503,060

Profit for the period 28,997,217 24,745,192

Earning per equity share:

Basic 2.60 2.65

Diluted 2.60 2.65

Significant Accounting PoliciesThe accompanying notes 1 to 23 are an integral part of the financial statementsAs per our report of even datefor MAHESH,VIRENDER & SRIRAMChartered AccountantsFirm Registration No.001939SR.V.CHALAMPARTNERMem.No.21423







Cash flow statement for the year ended 31st March, 2015

ParticularsFor the

Year Ended31.03.2014

For theYear Ended31.03.2015

(in Rupees)

A Cash Flow from operating activities

Profit before Tax 40,426,077 37,813,978

Adjustments for:

Depreciation and amortisation expenses 84,708,472 66,626,572

Interest Expenses - 1,092,291

Interest Income (6,894,613) (5,376,434)

Operating Profit before working capital changes 118,239,936 100,156,407

Adjustments for changes in:

Increase/(Decrease) in Inventories (43,422,567) (166,186,824 )

Increase/(Decrease) in Trade Receivables (168,067,977) (8,458,312)

Increase/(Decrease) in Trade Payables 82,919,623 (304,742,432)

Increase/(Decrease) in Other Current Liabilities & Provisions (12,669,249) (25,452,030)

Increase/(Decrease) in Non Current Liabilities (10,540,249) (27,610,868)

Increase/(Decrease) in Loans & Other Current Assets (13,539,575) 94,417,211

(165,319,995) 171,451,609

Income tax (11,428,860) (7,565,726)

Cash generated from Operating activities A (58,508,919) 264,042,290

B Cash flow from Investing activities:

Purchase of Fixed Assets and CWIP (151,000) (232,657,525)

Interest Received 6,894,613 5,376,434

Net Cash Flow from Investing Activities: B 6,743,613 (227,281,091)

C Cash flow from Financing Activities:

Increase in Share Capital - 25,405,000

Repayment of Short Term Borrowings - -

Interest Paid - (1,092,291)

Net Cash flow from Financing Activities: C - 24,312,709

D Net Cash inflow/(Outflow) (A+B+C) (51,765,306) 61,073,908

Opening balance of cash and cash equivalent 82,387,210 21,313,302

Closing balance of cash and cash equivalent 30,621,904 82,387,210



Notes to financial statements for the year ended March 31, 2015Note No. ISignificant Accounting policies:1. Basis of Accounting: a) The financial statements have been prepared under

the Historical convention and in accordance withapplicableAccounting Standards issued by the Institute ofCharteredAccountants of India and relevent presentationalrequirements of the Companies Act., 1956.

b) Accounting policies not specif ically referred tootherwise are in accordance with prudent accountingprinciples.

c) All Income and Expenditure items having materialbearing on the financial statements are recognisedon accrual basis.

2. Fixed Assets: Fixed Assets are stated at cost including related incidentalexpenditure.

3. Capital Work in Progress Advance paid towards acquisitioin of Fixed Assets and thecost of Assets not put to use before the year end aredisclosed under this head.

4 Depreciatiion Depreciation on fixed assets has been provided on StraightLine method and Depreciation is provided on pro-rata basisas per Schedule VI of Companies Act, 1956.Effective 1st April2014,the Company depreciates its fixedassets over the useful life in the manner prescribed inSchedule II of the Act, as against the earlier practice ofdepreciationg at the rates prescribed in Schedule XIV ofthe Companies Act,1956.Depreciation on additions to assets or on sale/discardmentof assets, is calculated prorata from the month of suchaddition or upto the month of such sale/discardment as thecase may be.

5 Revenue Recognition Revenue from technical services is recognised on a proratabasis over the period in which services are rendered.

6 Inventory Inventories are valued at cost or net realisable valuewhichever is lower.

7 Misc.Expenditure Preliminary expenses are amortised over a period of 5(Five)years

8 Provision for Taxation Provision is made for Income Tax annually based on the taxliability computed after considering tax allowances andexemptions.



9 Foreign Exchange Policy Fixed Assets and Long Term Liabilties are accounted at therates prevailing on the dates of transactions Current Assetsand Current Liabilities are accounted at Rates prevaling onthe date of the Balance Sheet.All the Income items other than those pertaining to theForeign Branches are accounted on the basis of Exchangerate prevailing on the dates of transactions.All the expenditure items during a month other than thosepertaining to the Foreign Branch are reported at a rate thataproximates the actual rate during that month.Sale proceeds are converted into Indian Rupees at the Ratesprevailing on the date of receipt.Net Foreign Exchange difference on Foreign CurrencyTransactions is recognised in the Profit and Loss accountduring the year.

10 Retirment Benefits Contributions to Provident and Superanuation Funds arerecognised as expense when incurred.Liability for gratuity and encashble leave are actuariallydetermined at the Balance Sheet date.

11 Deferred Tax Liability/Asset To provide and recognise deferred tax on timing differencesbetween taxable income and accounting income subject toconsideration of prudence.

12 Impairment of assets The carrying amount of assets are reviewed at each BalanceSheet date to assess whether they are recorded in excessof their recoverable amounts. Where carrying values exceedthe estimated recoverable amount, impairment loss isrecognised and assets are written down to their recoverableamount.



Notes to Financial Statements

Note No : 2

i. Reconciliation of the number of shares outstanding at the beginning and at the end of the repor ting period

Number Rs. Number Rs.

Authorised

Equity Shares of Rs.10 Each 19,000,000 190,000,000 19,000,000 190,000,000

8% Preference Shares of Rs.10/-each 1,000,000 10,000,000 1,000,000 10,000,000

Total 200,000,000 200,000,000

Issued, Subsribed & paid up

Equity shares of Rs.10 Each 13,630,000 136,300,000 9,350,000 93,500,000

Total 136,300,000 93,500,000

Particulars As at 31.03.2015 As at 31.03.2014

Number Rs. Number Rs.


Shares outstanding at thebeginning of the year 9,350,000 93,500,000 9,350,000 93,500,000

Shares issued during the year 4,280,000 42,800,000 - -

Shares bought back during the year - - - -

Shares outstanding at the end of the year 13,630,000 136,300,000 9,350,000 93,500,000

ii. Terms/rights attached to equity shares, including restrictions on distribution of dividends and the repayment ofcapital

Equity shares issued by the company are Equity Shares within the meaning of Section 85(2) of the CompaniesAct, 1956.

Each holder of equity share is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remainingassets of the Company, after distribution of all preferential amounts

The disribution will be in propor tion to the number of equity shares held by the shareholders

Shaes in the Company held by each share holder holding more than 5 percent shares specifying the number ofshares



Number of % of Holding No. of Shares % of Holding

Shares Held Held


J.MURALI KRISHNA 1,598,712 11.72% 1,598,712 17.10%

J.S.R.DURGA PRASAD 711,400 5.22%

KELLTON SECURITIES LTD 706,726 7.56%

Note No - 3

Reserves & Surplus

Capital Reserve 10,667,080 10,667,080

Securities Premium Reserve 63,000,000 63,000,000

Surplus

Opening Balance 115,491,799 90,746,607

Net Profit / (Net Loss) for the current year 28,997,217 24,745,192

Less:Additional Depreciation pursuant to 26,612,941

enactment of Schedule II of the Companies Act 2013 .

Closing Balance 117,876,075 115,491,799

GRAND TOTAL 191,543,155 189,158,879

Note No:- 4

Deferred tax Liabilities (Net)

Opening balance 30,709,095 25,206,035

Add: for the year 3,340,510 5,503,060

TOTAL 34,049,605 30,709,095

Note No:- 5

Other Long term liabilities

(a) Trade Payables 11,565,000 11,565,000

(b) Others - 13,880,759

TOTAL 11,565,000 25,445,759

NOTES TO FINANCIAL STATEMENTS (in Rupees)

NOTES TO FINANCIAL STATEMENTS As at 31st As at 31st

March 2015 March 2014


Vedavaag Systems LimitedNote No:- 6

Short Term Borrowings

Trade payables 532,525,274 449,605,651

TOTAL 532,525,274 449,605,651

Note No:- 7

Other current liabilities

Other Payables 66,838,332 80,030,205

TOTAL 66,838,332 80,030,205

Note No:- 8

Short-term provisions

Provision for Income Tax 8,088,350 7,565,726

TOTAL 8,088,350 7,565,726

Note No - 10

Capital Work-in-Progress - 138,442,237

Non-current investments :

Note No - 11

Investment in subsidiary companies :

Vagdevi Sark Edutech Private Limited

10000 equity shares of Rs.10 each 100,000 100,000

Sarksys Haryana Private Limited

10000 equity shares of Rs.10 each 100,000 100,000

Current assets

Note No - 12

Inventories & ProjectsWIP 213,173,919 169,751,352

Note No - 13

Trade receivables:

Outstanding for a period less than

six months from the date they are

due for payment.

Secured, considered good - -

Unsecured, considered good

(receivable from Govt. Par ties) 442,109,432 274,041,455



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Vedavaag Systems LimitedTrade receivables oustanding for aperiod exceeding six months fromthe date they are due for payment

Secured, considered good - -

Unsecured, considered good (receivable from Govt. Par ties and others) - -

Unsecred, considered doubtful

TOTAL 442,109,432 274,041,455

Note No - 14

Cash and cash equivalents

Cash on hand 2,589,382 2,020,618

Balances with Banks

In Current Account 20,557,522 14,090,628

Margin money Deposits 7,475,000 66,275,964

TOTAL 30,621,904 82,387,210

Note No - 15

Short-term loans and advances

Deposits 7,500,000 7,500,000

Pre paid expenses -

Other advances 22,559,241 22,559,241

TOTAL 30,059,241 30,059,241

Note No - 16

Other current assets 64,166,574 50,626,999

TOTAL 64,166,574 50,626,999

NOTE 17 : REVENUE FROM OPERATIONS

Sales 395,469,359 443,679,737

Sale of Services 268,349,278 180,843,825

Total 663,818,637 624,523,562

NOTE 18 : MISCELLANEOUS / OTHER INCOME

Interest Income 4,853,663 5,376,434

Others 2,040,950 -

Total 6,894,613 5,376,434



Note :19 PROJECT EXPENSES

Materials Consumed 398,616,450 362,129,631

Other Project Expenses 124,391,744 145,204,423

Total 523,008,194 507,334,054

NOTE 20 : EMPLOYEE BENEFIT EXPENSES

Salaries and Wages (Including Directors remuneration) 8,937,936 8,427,662

Welfare expenses 1,122,411 1,237,963

Total 10,060,347 9,665,625

NOTE 21 : FINANCE COSTS

Interest on Working capital - 336,154

Interest on other loans - 756,137

Total

- 1,092,291

NOTE : 22 ADMINISTRATIVE AND MARKETING EXPENSES

Audit Fees 150,000 168,540

Adver tisment 58,340 50,011

Business Development 1,846,281 25,000

Annual Custodian Fees 59,907

Books & Periodicals 15,216 13,216

Bank Charges 370,476 442,408

Consultancy 355,000

Conveyance 102,960 182,188

Directors Sitting Fees 90,000 60,000

Electricity 19,789

Telephone & Internet 682,232 832,472

Miscellaneous 38,381 348,612

Meeting Expenses 108,125 43,250

Postage & Courier 43,884 24,488

Printing & Stationery 413,600 464,723

Insurance 16,365 -



Rent 1,632,328 461,010

Repairs & Maintenance 471,560 763,789

ROC Filing Fee 46,800 -

Sales Tax Paid - 1,083,856

Share service charges 54,043 54,891

Travelling 2,097,027 1,472,105

Tender Documents 33,718

Loss on Chits 2,500,000

Legal Expenses 258,000 184,450

Listing Fees 168,570 70,195

Vehicle Maintenance 194,500 174,265

Office Maintenance 549,802 314,750

Preliminary Expenses W/off 133,257 133,258

Total 12,510,161 7,367,477

NOTE : 23 Notes on AccountsRs.in lakhs Rs.in lakhs

Contingent Liabilities:2014-15 2013-14

a Claims against the company not acknowledged as debts: 240.00 240.00

b Other money for which the company is contingently liable:

Counter guarantees given in favour of company’s bankers

for guarantees issued by them - -

Managerial Remuneration

Remuneration to Managing Director 20.47 12.00

- -

Auditors’ remuneration

For Statutory Audit 0.75 0.75

For Tax Audit 0.50 0.50

Out of Pocket expenses 0.25 0.25

Service Tax 0.15 0.15

Foreign Exchange Earnings & Out go in Rs lakhs

In Flow - -

Outgo - -

Related Par ty Disclosures as per AS 18Transactions with related par ties in the ordinary course of business



Name of the Related PartyJ S R Durga PrasadJ Murali Krishna

J Muralikrishna Managing Director

Nature of Relation Ship Nature of Transaction &Amount

Brother of J S RDurgaprasadChairman

Remuneration -Rs.20.47 lakhs

For the For theYear Ended Year Ended

31.03.2015 31.03.20146 Earning Per share (EPS)

Net profit for the year in Rs. 289.97 247.45

Amount available for equity share holders 289.97 247.45Weighted average no. of shares 13,630,000 9,350,000Earning per share basic and diluted Rs. 2.60 2.65

Face value of equity share Rs. 10 10

7 The composition of deferred tax liability of Rs. 414.42 lakhs (previous year Rs.307.09lakhs) is on account of timing differences relating to depreciation.

8 There are no small scale industrial undertakings to whom the company owes a sumexceeding Rs.1.00 lakh which is outstanding for more than 30 days of the Balance sheetdate.

9 Confirmation of balances from parties as at the end of the the year has not been receivedand adjustments, if any, shall be made as on ongoing process.

10 No provision has been made for employee retirement benefit pending acturial valuation.11 All figures have been rounded off to the nearest rupee.

for MAHESH,VIRENDER & SRIRAMChartered AccountantsFirm Registration No.001939SR.V.CHALAMPARTNERMem.No.21423







I/We ____________________________________________________________________ of

____________________________________________________________________________

being a Member/s of Vedavaag Systems Limited, here by appoint ____________________

________________________________________________________________________ of

____________________________________________________________ or, failing him/her

_____________________________________________________________________________________

of________________________________________________________________ as my/our

proxy to vote for me/us on my/our behalf at the 17th Annual General Meeting of the Company

to be held on the 30th September 2015 at 11.00 A.M. at (Royal Garden Function Hall, Motinagar,

Hyderabad – 18) and at any adjournment thereof.

Signed this ___________ Day of ________ 2015

Signature____________________

VEDAVAAG SYSTEMS LIMITED(Formerly SARK Systems India Limited)

ATTENDANCE SLIP

RevenueStamp of

Rs.1/-

Note : THIS FORM SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANYNOT LESS THAN 48 HOURS BEFORE THE TIME FOR HOLDING THE MEETING.

VEDAVAAG SYSTEMS LIMITEDATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OFTHE MEETING HALL.

Folio/D.P. Id. :

Name of the Shareholders :

No. of Shares :

I hereby record my presence at the 17th Annual General Meeting of the Company held on 30th’September, 2015 at 11.00 A.M. at (Royal Garden Function Hall, Motinagar, Hyderabad – 18.)



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FORM 2BNOMINATION FORM

(To be filled individual(s) applying singly or jointly)

I/We ____________________________________________________________________and________________________________________________________________________and_____________________________the Members of Vedavaag Systems Limited, holding sharesbearing Distinctive Numbers _____________________________ wish to make a nomination and dohereby nominate the following person in whom all rights of transfer and/or amount payable in respectof shares shall vest in the event of my or our death.

Name and Address of Nominee

Name:

Address:

Date of Birth

(If nominee is a minor)

Guardian of the Minor is (to be furnished only if nominee is a minor)

Name:

Address:

No. of Shares

Account No

SHAREHOLDERS’ INFORMATION1. Signature :

Name :Address :Date :

2. Signature :Name :Address :Date :

3. Signature :

Name, Address and Signature of two Witnesses

Name and Address Signature with Date

1.

2.



Instructions:

1. The Nomination can be made by individuals holding shares on their behalf singly orjointly. Non-individuals including Society, Trust, Body Corporate, Partnership Firm,Karta of Hindu Undivided Family, Holder of Power of Attorney cannot nominee. If theshares are held jointly, all joint holders shall sign the nomination form.

2. A Minor can be nominated by a Holder of shares and in that event, the name andaddress of the Guardian should be provided.

3. The Nominee shall not be a Trust, Society, Body Corporate, Partnership Firm, Kartaof Hindu Undivided Family or a Power of Attorney Holder. A Non-Resident Indian canbe a nominee on repatriable basis.

4. Nomination stands rescinded upon transfer of shares.

5. Transfer of shares in favour of nominee shall be valid discharge by the Companyagainst the Legal heir.

6. The Nomination form shall be filed in duplicate with the Company’s Share TransferAgents M/s Venture Capital and Corporate Investments Pvt. Limited, 12-10-167,Bharat Nagar, HYDERABAD- 500 018, which will return one copy thereof to theShareholder.

FOR OFFICE USE ONLY

Nomination Registration Number:

Date of Registration:

Checked by (Name and Signature):